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公司公告

晨 鸣B:2013年第一季度报告全文(英文版)2013-04-26  

						                        2013 First Quarter Report




I   Important Notice

    The board of directors (the “Board”), the supervisory committee (the
    “Supervisory Committee”) and the directors (the “Directors”), supervisors (the
    “Supervisors”) and senior management (the “Senior Management”) of the
    Company hereby warrant that the contents of the quarterly report are true,
    accurate and complete and there are no false representations, misleading
    statements or material omissions, and jointly and severally accept liability.

    Chen Hongguo, head of the Company, Wang Chunfang, head in charge of
    accounting and Dong Lianming, head of the accounting department (Accounting
    Officer), declare that they warrant the truthfulness, accuracy and completeness
    of the financial statements in the quarterly report.

    All Directors were present at the Board meeting to consider and approve this
    quarterly report.




                                      — 1—
II   Major financial data and change of shareholders

1.   Major financial data

     Retrospective adjustment to or restatement of the financial data of prior
     reporting periods

     □ Yes                 √      No

                                                                         Increase/decrease
                                                                         compared to the
                                                                            corresponding
                                                                             period of the
                           January - March 2013 January - March 2012       prior year (%)
Revenue (RMB)                   4,923,810,623.61     4,752,308,236.25               3.61%
Net profit attributable
  to shareholders of the
  Company (RMB)                    71,411,642.71         15,369,632.83           364.63%
Net profit after
  extraordinary gains or
  losses attributable to
  shareholders of the
  Company (RMB)                    14,781,161.08       -101,293,049.61           114.59%
Net cash flows from
  operating activities
  (RMB)                           280,787,686.38       -281,719,304.77           199.67%
Basic earnings per
  share (RMB per
  share)                                    0.03                0.0075           300.00%
Diluted earnings per
  share (RMB per
  share)                                    0.03                0.0075            300.00%
Weighted average rate
  of return on net
  assets (%)                              0.52%                  0.11%              0.41%
                                                                         Increase/decrease
                                                                         compared to the
                                                                            corresponding
                                                                             period of the
                                 31 March 2013      31 December 2012       prior year (%)
Total assets (RMB)             47,928,040,304.05     47,725,421,927.39              0.42%
Net assets attributable
  to shareholders of the
  Company (RMB)                13,831,296,815.25     13,759,496,179.85              0.52%


                                          — 2—
   Extraordinary gains or losses items and amounts

    √ Applicable             □ Not applicable

                                                                Unit: RMB
                                            Am ounts for the
                                             period from the
                                             beginning of the
                                           year to the end of
                                                the reporting
Item                                                   period       Note
Gain or loss from disposal of
  non-current assets (including
  write-off of provision for assets
  impairment)                                  -5,842,783.44
Government grants (except for
  government grants closely related to
  the normal operation of the company
  and granted constantly at a fixed
  amount or quantity in accordance
  with a certain standard based on state
  policies) recognised in profit or loss
  for the current period                       32,597,491.37
Gain or loss from debt restructuring               39,984.11
Non-operating gains and losses other
  than the above items                         33,860,076.97
Effect of income tax                            4,265,610.33
Effect of minority interests (after tax)         -241,322.95
Total                                          56,630,481.63          —




                                     — 3—
II. Total number of shareholders and the shareholding of the top ten
    shareholders as at the end of the reporting period

                                                                                           Unit: share
Total number of shareholders as at the end of
  the reporting period                                                                           151,992
                                 Shareholding of the top ten shareholders
                                                                                         Share pledged
                                                     Percentage            Number of      or locked-up
                                                             of   Number restricted      Status
                               Nature of           shareholding of shares     shares          of
Name of shareholders           shareholders                 (%)       held      held     shares Number
HKSCC NOMINEES                 Overseas legal           18.90% 389,766,000         0                   0
  LIMITED                      person
SHOUGUANG CHENMING             State-owned             10.01% 206,403,657            0                 0
  HOLDINGS COMPANY             legal person
  LIMITED
Agreed repurchase earmarked    Domestic                 4.20% 86,600,000             0                 0
  account at GF                non-state-owned
  SECURITIES CO., LTD.         legal person
PLATINUM ASIA FUND             Overseas legal           1.57% 32,341,052             0                 0
                               person
BILL & MELINDA GATES           Overseas legal           1.34% 27,724,435             0                 0
   FOUNDATION TRUST            person
BANK OF                        Domestic                 0.71% 14,621,199             0                 0
   COMMUNICATIONS -            non-state-owned
   HUAAN BAOLI                 legal person
   ALLOCATION FUND
GE ASSET MANAGEMENT            Overseas legal           0.52% 10,806,649             0                 0
   FUNDS PLC — GEAM           person
   CHINA A SHARE FUND
BBH A/C VANGUARD               Overseas legal           0.46%    9,413,973           0                 0
   EMERGING MARKETS            person
   STOCK INDEX FUND
Jin Xing                       Domestic natural         0.39%    8,013,600           0                 0
                               person
Chen Hongguo                   Domestic natural         0.31%    6,334,527   4,750,895                 0
                               person




                                                  — 4—
          Shareholding of the top ten shareholders of non-restricted shares
                                         Number of
                                      non-restricted            Class of shares
Name of shareholders                    shares held Class of shares              Number
HKSCC NOMINEES LIMITED                  389,766,000 Overseas listed           389,766,000
                                                        foreign shares
SHOUGUANG CHENMING                      206,403,657     RMB ordinary          206,403,657
HOLDINGS COMPANY                                                 shares
LIMITED
Agreed repurchase earmarked              86,600,000     RMB ordinary           86,600,000
account at GF SECURITIES CO.,                                    shares
LTD.
PLATINUM ASIA FUND                       32,341,052 Overseas listed            32,341,052
                                                        foreign shares
BILL & MELINDA GATES                     27,724,435     RMB ordinary           27,724,435
FOUNDATION TRUST                                                 shares
BANK OF COMMUNICATIONS -                 14,621,199     RMB ordinary           14,621,199
HUAAN BAOLI ALLOCATION                                           shares
FUND
GE ASSET MANAGEMENT                      10,806,649     RMB ordinary           10,806,649
FUNDS PLC — GEAM CHINA A                                        shares
SHARE FUND
BBH A/C VANGUARD                          9,413,973 Overseas listed             9,413,973
EMERGING MARKETS STOCK                                  foreign shares
INDEX FUND
Jin Xing                                  8,013,600     RMB ordinary            2,137,600
                                                                 shares
                                                       Overseas listed          5,876,000
                                                        foreign shares
CAISSE DE DPT ET                          6,138,193     RMB ordinary            6,138,193
PLACEMENT DU QUBEC                                               shares
Connected relationship or         Shouguang Chenming Holdings Company Limited, a
concert-party relationship among state-owned legal person shareholder, is not connected
the above shareholders            with any of the shareholders above. It is not a person
                                  acting in concert under Administration of Disclosure
                                  of Information on the Change of Shareholdings in
                                  Listed Companies Procedures. Save for the above, any
                                  other holders of non-restricted shares are not known to
                                  be persons acting in concert and any other holders of
                                  non-restricted shares are also not known to be
                                  connected with each other.


                                        — 5—
III Material matters

I.   Details of and reasons for significant changes of major accounting
     statement items and financial indicators during the reporting period

(I) Analysis of the assets and liabilities of the Company

                                                                                Unit: RMB
                                                                                Reasons
 Item                        31 March 2013       31 December 2012     Change for change
 Bills receivable           2,647,378,513.74       1,852,478,364.46   42.91%         (1)
 Construction in
   progress                 2,871,101,492.68      5,017,604,821.59    -42.78%         (2)
 Construction materials       119,096,404.82         75,054,992.09     58.68%         (3)
 Bills payable              1,800,482,419.72      1,285,627,762.07     40.05%         (4)
 Interest payable             191,040,709.83        133,046,123.31     43.59%         (5)
 Other payables               737,751,580.36        435,772,288.98     69.30%         (6)
 Other non-current
   liabilities              1,482,583,307.12      2,560,151,371.36    -42.09%         (7)

     Explanation of the reasons leading to the major changes:

     (1) Bills receivable increased by 42.91% mainly due to an increase in sales
         proceeds and an increase in bills receivables;

     (2) Construction in progress decreased by 42.78% mainly due to the
         reclassification of the white coated linerboard project into fixed assets upon
         completion;

     (3) Construction materials increased by 58.68% mainly due to an increase in
         construction materials arising from the relocation of Jilin Chenming;

     (4) Bills payable increased by 40.05% mainly due to an increase in bank
         acceptance bills issued by the Company for payment for goods;

     (5) Interest payable increased by 43.59% mainly due to an increase in            the
         interest payable for corporate bonds by the Company;

     (6) Other payables increased by 69.30% mainly due to an increase in the
         payables in the ordinary course of business of the Company;

     (7) Other non-current liabilities decreased by 42.09% mainly due to a decrease
         of expired medium-term notes of the Company.


                                        — 6—
(II) Reasons for significant year on year changes of income statement items
     during the reporting period

                                                                                 Unit: RMB
                                                                                 Reasons
Item                    January - March 2013 January - March 2012      Change for change
Loss on impairment of
  assets                         -5,070,294.78       16,217,270.12    -131.26%         (1)
Investment income                   -61,544.44        -4,353,187.94     98.59%         (2)
Non-operating income            75,195,949.69       143,388,638.82     -47.56%         (3)
Non-operating
  expenses                        8,033,514.35         2,785,624.13   188.39%          (4)
Total profit                    76,959,596.09       -31,706,117.62    342.73%          (5)
Income tax expenses             12,445,693.81         -5,074,884.91   345.24%          (6)
Net profit attributable
  to shareholders of
  the Company                   71,411,642.71        15,369,632.83    364.63%          (7)
Minority interests               -6,897,740.43      -42,000,865.54     83.58%          (8)
    Explanation of the reasons leading to the major changes:

    (1) Loss on impairment of assets decreased by 131.26% mainly due to fewer bad
        debts provisions as compared to the corresponding period of the prior year
        as a result of an increase in the accounts receivable management by the
        Company;

    (2) Investment loss decreased by 98.59% mainly due to a decrease in the
        investment loss from associates;

    (3) Non-operating income decreased by 47.56% mainly due to a decrease in
        government grants received during the current period;

    (4) Non-operating expenses increased by 188.39% mainly due to an increase in
        the net loss on disposal of assets in respect of the relocation of Jilin
        Chenming;

    (5) Total profit, income tax expenses, net profit attributable to shareholders of
        the Company and minority interests increased by 342.73%, 345.24%,
        364.63% and 83.58% respectively mainly due to ① an increase in the gross
        profit margin of the products of the Company as the Company had increased
        the price of certain products to various degrees when the products market of
        the Company had turned around and ② the affection by the slowdown in
        macroeconomic growth and the intense competition in the industry, the
        realised profit and the tax expenses of the Company were low in the first
        quarter of 2012.


                                        — 7—
(III) Analysis of cash flows during the reporting period

                                                                       Unit: RMB
                                                    Am ounts for the
                                                     corresponding
                             Am ounts for the             period of
Item                                   period        the prior year      Change
Net cash flows from
  operating activities         280,787,686.38        -281,719,304.77    199.67%
Net cash flows from
  investment activities       -235,926,556.72        -587,845,287.96     59.87%
Net cash flows
  generated from
  financial activities      -1,277,205,415.73        -185,783,342.04   -587.47%

    Explanation of the reasons leading to the major changes:

    (1) Net cash flows from operating activities increased by 199.67% mainly due
        to more cash received upon sale of goods as a result of an increase in the
        efforts of the Company made in two fund managements;

    (2) Net cash flows from investment activities increased by 59.87% mainly due
        to the external investments made by Shanghai Runchen Equity Investment
        Fund Co., Ltd., a subsidiary of the Company, during the corresponding
        period of the prior year;

    (3) Net cash flows from financial activities decreased by 587.47% mainly due
        to the repayment for the due medium-term notes during the current period.




                                     — 8—
II. Progress in respect to material matters and analysis of the related effects
    and solutions

1    Progress of B shares repurchase

     On 12 December 2012, the Company convened the third extraordinary general
     meeting, domestic listed share (A share and B share) class meeting and overseas
     listed share (H share) class meeting, which passed the resolutions with respect
     to the B shares repurchase of the Company, respectively. On 26 February 2013,
     Shenzhen Stock Exchange approved the B shares repurchase by the Company.
     The Company published announcements on shares repurchase report and the
     repurchase of shares has commenced. As of the 10 trading days before the
     publication of this report, the accumulated number of B shares repurchased by
     the Company was 20,930,808 shares, representing 1.0151% of the total share
     capital of the Company. The highest and lowest purchase price were HK$3.58
     per share and HK$3.38 per share, respectively. The total amount paid was
     HK$73,527,994.25 (inclusive of stamp duty and commission).

2    Recognition as high-tech enterprise

     During the reporting period, both the Company and its wholly-owned subsidiary,
     Jiangxi Chenming, were recognised as high-tech enterprises upon re-
     examination by the related authorities. During the valid period, the Company
     and Jiangxi Chenming continue to be entitled to the country’s related preferential
     policies for high-tech enterprises and will be taxed at an enterprise income tax
     rate of 15%. For details, please refer to the related announcement of the
     Company disclosed on 3 April 2013.

III. Undertakings made by the Company and shareholders interested in 5%
     or m ore of the shares of the Company made in the reporting period or
     subsisting to the reporting period

                           Party
                           involved in                          Time of       Duration of
Undertaking                undertaking Details of undertaking   undertaking   undertaking   Implementation
Undertaking on
  shareholding structure
  reformation
Undertaking made in
  offering documents or
  shareholding
  alternation documents
Undertaking made during
  asset reconstruction



                                                     — 9—
                          Party
                          involved in                                    Time of        Duration of
Undertaking               undertaking    Details of undertaking          undertaking    undertaking     Implementation
Undertaking made on       Shouguang      (1) According to the plan on 16 January 2008   The term is not Strictly
  initial public offering Chenming       defective properties of the                    specified when performed
  or refinancing          Holdings       Company, Shouguang                             H shares are
                          Company        Chenming Holdings                              issued.
                          Limited, the   Company Limited has
                          controlling    guaranteed and undertaken
                          shareholder    that: according to the
                          of the         application of the Company,
                          Company        for defective property(ies)
                                         owned by the Company and
                                         its holding company which
                                         situated in the administrative
                                         area of Shouguang city,
                                         Shouguang Chenming
                                         Holdings will purchase it
                                         (them) and have it (them)
                                         being transferred to itself
                                         pursuant to the law in
                                         accordance with the result of
                                         the related asset valuation if
                                         the Company decides to
                                         transfer and dispose of it
                                         (them) and there is no other
                                         transferee; (2) before the
                                         Company transfers and
                                         disposes of the defective
                                         properties pursuant to the
                                         law, if the defects cause the
                                         Company to incur any
                                         economic losses (including
                                         but not limited to damages,
                                         penalties and relocation
                                         costs), Shouguang Chenming
                                         Holdings will bear such
                                         economic losses; (3) during
                                         the corrective activities taken
                                         to the defective properties of
                                         buildings and land of
                                         subsidiaries of the Company
                                         situated outside the local
                                         areas (including the
                                         administrative area of
                                         Shouguang city), the
                                         economic losses such as
                                         penalties or relocation costs
                                         implemented by competent
                                         administrative authorities
                                         and borne by the subsidiaries
                                         arising from defects of
                                         insufficient title documents
                                         shall be paid pursuant to the
                                         law by Shouguang Chenming
                                         Holdings after verification.




                                                      — 10 —
              Party
              involved in                                   Time of       Duration of
Undertaking   undertaking    Details of undertaking         undertaking   undertaking     Implementation
              Shouguang      (1) Shouguang Chenming         22 May 2008   The term is not Strictly
              Chenming       Holdings shall not engage,                   specified when performed
              Holdings       whether solely, jointly, or by               H shares are
              Company        representing itself or any                   issued.
              Limited, the   other persons or companies,
              controlling    and shall not procure its
              shareholder    associates (as defined in The
              of the         Listing Rules of Hong Kong
              Company        Stock Exchange) to engage,
                             in any business which
                             competes with the business
                             of the Company and its
                             subsidiaries (“Chenming
                             Group” or “we”) directly or
                             indirectly, in any country
                             and region which our
                             business exists (or any part
                             of the world if in any form
                             of electronics business), or
                             in any business that directly
                             or indirectly competes with
                             Chenming Group’s business
                             which we operate from time
                             to time (including but not
                             limited to any business in
                             the form of sole
                             proprietorship, joint ventures
                             or acquisitions, or holding
                             interests directly or
                             indirectly in such
                             enterprises, or by any other
                             means); (2) in the event that
                             Shouguang Chenming
                             Holdings is required by its
                             business to, whether solely,
                             jointly, or by representing
                             itself or any other persons or
                             companies, engage in
                             business which directly or
                             indirectly competes against




                                          — 11 —
                          Party
                          involved in                                Time of       Duration of
Undertaking               undertaking Details of undertaking         undertaking   undertaking   Implementation
                                      Chenming Group’s business,
                                      or obtain any business
                                      opportunity which directly or
                                      indirectly competes against
                                      Chenming Group’s business,
                                      it shall endeavour to procure
                                      that Chenming Group shall
                                      have priority to obtain the
                                      right to operate such
                                      business or to obtain such
                                      business opportunity; (3) if
                                      Shouguang Chenming
                                      Holdings is in breach of the
                                      abovementioned
                                      undertakings, it shall
                                      indemnify us for any loss
                                      caused by such breach and
                                      the Company shall have the
                                      right to acquire all
                                      businesses of Shouguang
                                      Chenming Holdings, which
                                      directly or indirectly
                                      compete with the businesses
                                      of our Group, at market
                                      price or cost price
                                      (whichever price is lower);
                                      (4) Shouguang Chenming
                                      Holdings shall not make use
                                      of its position as the
                                      controlling shareholder (as
                                      defined in The Listing Rules
                                      of Hong Kong Stock
                                      Exchange) of our Group (or
                                      jointly or representing other
                                      persons or companies)
                                      jeopardise the legal interests
                                      of Chenming Group and its
                                      shareholders.
Other undertakings made
  to minority
  shareholders of the
  Company




                                                    — 12 —
Is the undertaking          Yes
   performed in time?
Specific reasons for        Strictly performed
   non-performance and
   further plans
Whether or not              Yes
   undertaking in respect
   of the resultant
   competition in the
   industry and the
   resultant connected
   transactions is made
Settlement period for       The term is not specified when H shares are issued.
   undertaking
Solution                    Being implemented
Performance of              Strictly performed
   undertaking

IV. Estimate of the operating results for January - June 2013

     Warning of cumulative net profit for the period from the beginning of the year
     to the end of the next reporting period being projected to be at a loss or expected
     to have material changes as compared year on year and its explanation

       □ Applicable                             √ Not applicable

V. Registration report on reception of research investigations,
   communications and interviews during the reporting period
                                                                                        Main topics of
                                                                  Class of              discussion and
Date of                       Place of            Manner of        Parties      Parties    information
 reception                   reception             reception accommodated accommodated        provided




                                                       — 13 —
IV Financial statements

I.   Financial statements

1.   Consolidated balance sheet

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                             Unit: RMB
 Item                                              Closing balance    Opening balance
 CURRENT ASSETS:
   Monetary funds                                  3,757,594,125.95    4,456,217,362.86
   Balances with clearing companies
   Loans to banks and other financial
     institutions
   Held-for-trading financial assets
   Bills receivable                                2,647,378,513.74    1,852,478,364.46
   Accounts receivable                             3,337,174,706.92    3,602,955,051.18
   Prepayments                                     1,590,841,039.20    1,636,233,924.64
   Premium receivable
   Receivables from reinsurers
   Reinsurance contract reserves receivable
   Interest receivable
   Dividend receivable
   Other receivables                               1,284,110,667.35    1,284,655,342.63
   Financial assets purchased under
     agreements to resell
   Inventories                                     4,608,898,314.95    4,412,548,700.68
   Non-current assets due within one year
   Other current assets                         1,760,747,104.90       1,803,256,307.61
   Total current assets                        18,986,744,473.01      19,048,345,054.06
 NON-CURRENT ASSETS:
   Entrusted loans and advances to
     customers
   Available-for-sale financial assets
   Held-to-maturity investments
   Long-term receivables
   Long-term equity investments                   356,735,233.34         356,796,777.78
   Investment properties                           20,777,135.98          21,211,699.99
   Fixed assets                                21,989,081,687.73      19,751,339,991.06
   Construction in progress                     2,871,101,492.68       5,017,604,821.59
   Construction materials                         119,096,404.82          75,054,992.09


                                        — 14 —
Item                                             Closing balance   Opening balance
  Disposal of fixed assets                        309,883,790.39     287,309,818.03
  Consumable biological assets                  1,205,931,192.49   1,169,269,054.15
  Oil and gas assets
  Intangible assets                             1,433,173,629.11    1,416,497,159.22
  Development expenditure
  Goodwill                                        20,283,787.17       20,283,787.17
  Long-term prepaid expenses                     198,170,744.25      184,770,685.65
  Deferred income tax assets                     417,060,733.08      376,938,086.60
  Other non-current assets
  Total non-current assets                  28,941,295,831.04      28,677,076,873.33
  Total assets                              47,928,040,304.05      47,725,421,927.39
CURRENT LIABILITIES:
  Short-term borrowings                     13,551,395,184.19      12,876,398,495.16
  Borrowings from the central bank
  Customer bank deposits and due to banks
    and other financial institutions
  Placements from banks and other
    financial institutions
  Held-for-trading financial liabilities
  Bills payable                                 1,800,482,419.72    1,285,627,762.07
  Accounts payable                              3,118,147,358.90    3,239,781,724.81
  Advance receipts                                347,545,163.92      347,835,800.87
  Assets sold under agreements to
    repurchase
  Handling charges and commission
    payable
  Staff remuneration payables                    164,787,449.09      177,847,769.71
  Taxes payable                                   94,475,776.80      106,816,413.87
  Interest payable                               191,040,709.83      133,046,123.31
  Dividend payable
  Other payables                                 737,751,580.36      435,772,288.98
  Due to reinsurers
  Insurance contract reserves
  Customer brokerage deposits
  Securities underwriting brokerage
    deposits
  Non-current liabilities due within one
    year                                     1,415,338,400.00       1,368,108,800.00
  Other current liabilities                     18,452,228.56          17,659,498.56
  Total current liabilities                 21,439,416,271.37      19,988,894,677.34




                                     — 15 —
Item                                               Closing balance        Opening balance
NON-CURRENT LIABILITIES:
  Long-term borrowings                             3,676,239,835.94       3,933,167,835.94
  Bonds payable                                    6,259,191,064.84       6,256,263,237.00
  Long-term payable
  Special payable                                   598,918,796.76          641,526,872.70
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                 1,482,583,307.12          2,560,151,371.36
  Total non-current liabilities                12,016,933,004.66         13,391,109,317.00
  TOTAL LIABILITIES                            33,456,349,276.03         33,380,003,994.34
OWNERS’ EQUITY (OR
  SHAREHOLDERS’ EQUITY):
  Paid-up capital (or share capital)               2,062,045,941.00       2,062,045,941.00
  Capital reserves                                 6,414,892,999.53       6,414,892,999.53
  Less: treasury shares
  Special reserves
  Surplus reserves                                 1,132,116,106.40       1,132,116,106.40
  General risk provisions
  Retained profit                                  4,220,923,570.59       4,149,511,927.88
  Differences in foreign currency
    conversion                                         1,318,197.73             929,205.04
Total equity attributable to equity holders
  of the Company                               13,831,296,815.25         13,759,496,179.85
Minority interests                                640,394,212.77            585,921,753.20
Total owners’ equity (or shareholders’
  equity)                                      14,471,691,028.02         14,345,417,933.05
TOTAL LIABILITIES AND OWNERS’
  EQUITY (OR SHAREHOLDERS’
  EQUITY)                                      47,928,040,304.05         47,725,421,927.39

Legal Representative:               Head in charge of                 Head of the financial
   Chen Hongguo                       accounting:                         department:
                                     Wang Chunfang                      Dong Lianming




                                        — 16 —
2.   Balance sheet of the Company

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                       Unit: RMB
Item                                           Closing balance   Opening balance
CURRENT ASSETS:
  Monetary funds                            2,178,740,286.95     3,057,756,467.02
  Held-for-trading financial assets
  Bills receivable                          2,314,682,756.55     2,592,967,374.30
  Accounts receivable                       1,895,155,447.44       342,497,381.57
  Prepayments                                 853,635,180.67       646,962,478.93
  Interest receivable
  Dividend receivable                         534,429,705.11    512,215,933.76
  Other receivables                         9,321,501,627.19 9,232,778,999.32
  Inventories                               1,101,506,072.61    937,107,565.73
  Non-current assets due within one year      200,000,000.00    500,000,000.00
  Other current assets                         55,800,670.30     62,260,013.84
  Total current assets                     18,455,451,746.82 17,884,546,214.47
NON-CURRENT ASSETS:
  Available-for-sale financial assets
  Held-to-maturity investments
  Entrusted loans                             300,000,000.00
  Long-term equity investments              9,069,600,244.39     8,991,578,553.83
  Investment property                          20,777,135.98        21,211,699.99
  Fixed assets                              4,910,978,142.38     5,006,474,783.75
  Construction in progress                    575,888,482.28       513,157,612.96
  Construction materials                        1,341,641.68         2,536,053.61
  Disposal of fixed assets
  Productive biological assets
  Oil and gas assets
  Intangible assets                             314,434,495.98    313,572,418.35
  Development expenses
  Goodwill
  Long-term prepaid expenses
  Deferred income tax assets                     20,208,395.67      21,517,455.45
  Other non-current assets
Total non-current assets                   15,213,228,538.36 14,870,048,577.94
TOTAL ASSETS                               33,668,680,285.18 32,754,594,792.41




                                    — 17 —
Item                                            Closing balance     Opening balance
CURRENT LIABILITIES:
  Short-term borrowings                     9,042,947,454.20         7,847,558,953.68
  Held-for-trading financial liabilities
  Bills payable                                556,062,044.69          643,432,387.04
  Accounts payable                           1,373,335,804.11        1,044,590,466.45
  Advance receipts                             351,714,075.81          417,522,231.17
  Staff remuneration payables                   97,737,038.59          101,268,730.42
  Taxes payable                                 27,038,162.85           25,109,370.51
  Interest payable                             184,212,861.17          129,893,611.11
  Dividend payable
  Other payables                                 736,787,424.27       255,596,331.72
  Non-current liabilities due within one
    year                                      413,747,400.00    514,843,000.00
  Other current liabilities                     2,328,791.64      2,328,791.64
Total current liabilities                  12,785,911,057.33 10,982,143,873.74
NON-CURRENT LIABILITIES:
  Long-term borrowings                        451,448,035.94           352,112,035.94
  Bonds payable                             5,762,255,085.13         5,760,200,575.93
  Long-term payables
  Special payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities             1,115,860,362.60 2,214,846,544.38
Total non-current liabilities               7,329,563,483.67 8,327,159,156.25
Total liabilities                          20,115,474,541.00 19,309,303,029.99
OWNERS’ EQUITY (OR
  SHAREHOLDERS’ EQUITY):
  Paid-up capital (or share capital)        2,062,045,941.00         2,062,045,941.00
  Capital reserves                          6,184,215,988.77         6,184,215,988.77
  Less: treasury shares
  Special reserves
  Surplus reserves                           1,119,926,524.49        1,119,926,524.49
  General risk provisions
  Retained profit                           4,187,017,289.92         4,079,103,308.16
  Differences in foreign currency
    conversion
Total owners’ equity (or Shareholders’
  equity)                                  13,553,205,744.18 13,445,291,762.42
TOTAL LIABILITIES AND OWNERS’
  EQUITY (OR SHAREHOLDERS’
  EQUITY)                                  33,668,680,285.18 32,754,594,792.41

Legal Representative:            Head in charge of                Head of the financial
   Chen Hongguo                    accounting:                        department:
                                  Wang Chunfang                     Dong Lianming



                                     — 18 —
3.   Consolidated income statement

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                        Unit: RMB
                                              Am ounts for the    Am ounts for the
Item                                            current period        prior period
I. Total operating revenue                    4,923,810,623.61    4,752,308,236.25
    Including: Revenue                        4,923,810,623.61    4,752,308,236.25
               Interest income
               Earned premium
               Handling charges and
                 commission income
II. Total operating costs                     4,913,951,918.42    4,920,264,180.62
    Including: Operating costs                4,128,552,799.42    4,100,359,085.69
               Interest expenses
               Handling charges and
                 commission expenses
               Surrenders
               Net claims paid
               Net change in insurance
                 contract reserves
               Policyholder dividend
                 expenses
               Expenses for reinsurance
                 accepted
               Business taxes and
                 surcharges                       17,772,499.02     16,516,766.94
               Selling and distribution
                 expenses                        258,765,041.02    231,926,186.00
               General and
                 administrative expenses         247,016,598.02    290,620,479.68
               Finance expenses                  266,915,275.72    264,624,392.19
               Loss on impairment of
                 assets                           -5,070,294.78     16,217,270.12
    Plus:      Gain on change in fair
                 value (“-” denotes loss)
               Investment income (“-”
                 denotes loss)                       -61,544.44      -4,353,187.94
               Including: Investment
                 income from associates
                 and joint ventures                  -61,544.44      -4,353,187.94
               Foreign exchange gains
                 (“-” denotes loss)


                                      — 19 —
                                              Am ounts for the   Am ounts for the
Item                                           current period        prior period
III. Operating profit (“-” denotes loss)        9,797,160.75    -172,309,132.31
     Plus:       Non-operating income           75,195,949.69      143,388,638.82
     Less:       Non-operating expenses           8,033,514.35       2,785,624.13
                 Including: Loss on
                   disposal of non-current
                   assets                        6,384,949.31          696,533.29
IV. Total profit (“-” denotes total loss)     76,959,596.09      -31,706,117.62
     Less:       Income tax expenses            12,445,693.81       -5,074,884.91
V. Net profit (“-” denotes net loss)          64,513,902.28      -26,631,232.71
     Including: Net profit achieved by the
       acquiree before business
       combination
     Net profit attributable to
       shareholders of the Company              71,411,642.71       15,369,632.83
     Minority interests                         -6,897,740.43      -42,000,865.54
VI. Earnings per share:                                     —                 —
     (I) Basic earnings per share                        0.03              0.0075
     (II) Diluted earnings per share                      0.03              0.0075
VII. Other comprehensive income                    388,992.69          444,291.64
VIII.Total comprehensive income                 64,902,894.97      -26,186,941.07
     Total comprehensive income
       attributable to shareholders of the
       Company                                  71,800,635.40      15,813,924.47
     Total comprehensive income
       attributable to minority interests        -6,897,740.43     -42,000,865.54

Legal Representative:            Head in charge of           Head of the financial
   Chen Hongguo                    accounting:                   department:
                                  Wang Chunfang                Dong Lianming




                                     — 20 —
4.   Income statement of the Company

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                             Unit: RMB
                                               Am ounts for the      Am ounts for the
Item                                             current period          prior period
I. Revenue                                     2,501,866,894.08      2,016,506,036.27
     Less: Operating costs                     2,074,927,777.28      1,717,240,795.33
            Business taxes and surcharges         10,986,327.88         11,789,305.11
            Selling and distribution
              expenses                             73,221,035.04         51,684,955.34
            General and administrative
              expenses                            138,614,841.83       131,061,471.84
            Finance expenses                      146,183,864.33       126,068,992.41
            Loss on impairment of assets            2,114,559.70        -4,476,924.48
     Plus: Gain on change in fair value
              (“-” denotes loss)
            Investment income (“-”
              denotes loss)                        38,468,626.91          4,172,616.51
            Including: Investment income
              from associates and joint
              ventures                                -61,544.44        -4,353,187.94
II. Operating profit (“-” denotes loss)          94,287,114.93       -12,689,942.77
     Plus: Non-operating income                    21,413,134.01       119,849,253.98
     Less: Non-operating expenses                      19,104.24            38,640.30
            Including: Loss on disposal of
            non-current assets
III. Total profit (“-” denotes total loss)      115,681,144.70       107,120,670.91
     Less: Income tax expenses                      7,767,162.94        12,285,918.22
IV. Net profit (“-” denotes net loss)           107,913,981.76        94,834,752.69
V.Earnings per share:                                         —                    —
     (I) Basic earnings per share                           0.05                 0.05
     (II) Diluted earnings per share                        0.05                  0.05
VI. Other comprehensive income
VII. Total comprehensive income                   107,913,981.76         94,834,752.69

Legal Representative:             Head in charge of                Head of the financial
   Chen Hongguo                     accounting:                        department:
                                   Wang Chunfang                     Dong Lianming




                                       — 21 —
5.   Consolidated cash flow statement
     Prepared by: Shandong Chenming Paper Holdings Limited
                                                                     Unit: RMB
                                           Am ounts for the    Am ounts for the
Item                                        current period         prior period
I. Cash flows from operating activities:
     Cash received from sales of goods
       and rendering of services           3,745,148,352.92    2,570,906,269.83
     Net increase in customer bank
       deposits and due to banks and
       other financial institutions
     Net increase in borrowings from the
       central bank
     Net increase in placements from
       other financial institutions
     Cash received from premiums under
       original insurance contracts
     Net cash received from reinsurance
       business
     Net increase in deposits from
       policyholders
     Net increase from disposal of
       held-for-trading financial assets
     Cash received from interest,
       handling charges and commissions
     Net increase in placements from
       banks and other financial
       institutions
     Net capital increase of repurchase
       business
     Tax rebates received                       6,507,666.33
     Cash received relating to other
       operating activities                   135,101,295.02    177,801,899.75
Subtotal of cash inflows from operating
  activities                               3,886,757,314.27    2,748,708,169.58
  Cash paid for goods and services         3,025,224,912.12    2,341,911,556.91
  Net increase in loans and advances to
    customers
  Net increase in deposits with the
    central bank and other financial
    institutions
  Cash paid for claims under original
    insurance contracts


                                   — 22 —
                                             Am ounts for the     Am ounts for the
Item                                          current period          prior period
  Cash paid for interest, handling charges
    and commission
  Cash paid for policyholder dividend
  Cash paid to and for employees                211,241,085.50     220,123,999.70
  Payments of taxes and surcharges              243,282,874.32     269,015,215.20
  Cash paid relating to other operating
    activities                                  126,220,755.95     199,376,702.54
  Subtotal of cash outflows from
    operating activities                     3,605,969,627.89     3,030,427,474.35
  Net cash flows from operating
    activities                                  280,787,686.38     -281,719,304.77
II. Cash flows from investing activities:
     Cash received from investments
     Cash received from investment
       income
     Net cash received from disposal of
       fixed assets, intangible assets and
       other long-term assets                        87,447.58
     Net cash received from disposal of
       subsidiaries and other business
       units
     Cash received relating to other
       investment activities                                        40,203,980.70
Subtotal of cash inflows from investment
  activities                                         87,447.58      40,203,980.70
  Cash paid for purchase of fixed assets,
    intangible assets and other long-term
    assets                                      236,014,004.30     323,049,268.66
  Cash paid on investments                                         305,000,000.00
  Net increase in pledged loans
  Net cash paid for acquisition of
    subsidiaries and other business units
  Cash paid relating to other investment
    activities
Subtotal of cash outflows from
  investment activities                          236,014,004.30     628,049,268.66
Net cash flows from investment activities       -235,926,556.72    -587,845,287.96




                                     — 23 —
                                             Am ounts for the      Am ounts for the
Item                                          current period           prior period
III. Cash flows from financial activities:
     Cash received from capital
       contribution                              66,000,000.00
     Including: cash received from
       minority interest contribution to
       subsidiaries
     Cash received from borrowings           5,225,613,469.09       5,007,370,206.49
     Cash received from bond issue
     Cash received relating to other
       financial activities
     Subtotal of cash inflows from
       financial activities                  5,291,613,469.09       5,007,370,206.49
     Cash repayments of amounts
       borrowed                              4,756,587,751.21       4,815,402,193.04
     Cash paid for dividend and profit
       distribution or interest payment         126,163,715.81       141,509,329.30
     Including: dividend and profit paid
       to minority interests by
       subsidiaries
     Cash paid relating to other financial
       activities                            1,686,067,417.80        236,242,026.19
Subtotal of cash outflows from financial
  activities                                  6,568,818,884.82      5,193,153,548.53
Net cash flows from financial activities     -1,277,205,415.73       -185,783,342.04
IV. Effect of foreign exchange rate
     changes on cash and cash
     equivalents                                 -1,856,368.64           -414,473.83
V. Net increase in cash and cash
     equivalents                             -1,234,200,654.71     -1,055,762,408.60
     Plus: Balance of cash and cash
             equivalents as at the
             beginning of the period         2,343,550,185.45       2,317,048,619.53
VI. Balance of cash and cash equivalents
     as at the end of the period             1,109,349,530.74       1,261,286,210.93

Legal Representative:            Head in charge of               Head of the financial
   Chen Hongguo                    accounting:                       department:
                                  Wang Chunfang                    Dong Lianming




                                     — 24 —
6.   Cash flow statement of the Company

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                        Unit: RMB
                                             Am ounts for the     Am ounts for the
Item                                          current period          prior period
I. Cash flows from operating activities:
     Cash received from sales of goods
       and rendering of services             2,278,102,776.22     1,183,863,960.99
     Tax rebates received
     Cash received relating to other
       operating activities                       34,113,690.48    119,530,481.18
Subtotal of cash inflows from operating
  activities                                 2,312,216,466.70     1,303,394,442.17
     Cash paid for goods and services        1,341,433,481.16     1,130,269,044.25
     Cash paid to and for employees             73,609,876.19        68,124,348.15
     Payments of taxes and surcharges          128,754,932.37       182,384,463.17
     Cash paid relating to other operating
       activities                            1,493,746,466.45      303,073,623.77
Subtotal of cash outflows from operating
  activities                                 3,037,544,756.17     1,683,851,479.34
Net cash outflows from operating
  activities                                    -725,328,289.47    -380,457,037.17
II. Cash flows from investment
     activities:
     Cash received from investments                                 50,000,000.00
     Cash received from investment
       income                                    20,612,500.00        8,825,194.45
     Net cash received from disposal of
       fixed assets, intangible assets and
       other long-term assets                        86,922.24
     Net cash received from disposal of
       subsidiaries and other business
       units
     Cash received relating to other
       investment activities
Subtotal of cash inflows from investment
  activities                                     20,699,422.24      58,825,194.45
     Cash paid for purchase of fixed
       assets, intangible assets and other
       long-term assets                          10,516,416.19        3,528,995.61
     Cash paid on investments                    78,083,235.00        9,465,450.00



                                     — 25 —
                                             Am ounts for the      Am ounts for the
Item                                          current period           prior period
     Net cash paid for acquisition of
       subsidiaries and other business
       units
     Cash paid relating to other
       investment activities
     Subtotal of cash outflows from
       investment activities                     88,599,651.19         12,994,445.61
     Net cash flows from investment
       activities                               -67,900,228.95         45,830,748.84
III. Cash flows from financial activities:
     Cash received from capital
       contribution
     Cash received from borrowings           3,821,613,974.44       2,637,231,040.20
     Cash received from bond issue
     Cash received relating to other
       financial activities
     Subtotal of cash inflows from
       financial activities                  3,821,613,974.44       2,637,231,040.20
     Cash repayments of amounts
       borrowed                              2,654,354,114.96       2,715,519,514.13
     Cash paid for dividend and profit
       distribution or interest payment         104,193,154.63         95,330,724.52
     Cash paid relating to other financial
       activities                            1,827,433,967.31        364,674,036.03
Subtotal of cash outflows from financial
  activities                                 4,585,981,236.90       3,175,524,274.68
Net cash flows from financial activities      -764,367,262.46        -538,293,234.48
IV. Effect of foreign exchange rate
     changes on cash and cash
     equivalents                                  1,635,633.50           -108,753.43
V. Net increase in cash and cash
     equivalents                             -1,555,960,147.38       -873,028,276.24
     Plus: Balance of cash and cash
             equivalents as at the
             beginning of the period         1,786,622,854.08       1,290,039,078.57
VI. Balance of cash and cash equivalents
     as at the end of the period                230,662,706.70       417,010,802.33

Legal Representative:            Head in charge of               Head of the financial
   Chen Hongguo                    accounting:                       department:
                                  Wang Chunfang                    Dong Lianming




                                     — 26 —
II. Audit report

    Whether or not the first quarter report is audited

     □ Yes             √ No




                                    Shandong Chenming Paper Holdings Limited

                                                     26 April 2013




                                     — 27 —